Transcription

1 GENESIS GROUP HOLDINGS, INC. CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS I. INTRODUCTION The board of directors of Genesis Group Holdings, Inc. has adopted these governance policies to assist it in following corporate practices that serve the best interests of the company and its stockholders. This statement of policies is intended as a general framework to assist the board in carrying out its responsibilities and is not intended as binding legal obligations or inflexible requirements. The board, on behalf of the company and its stockholders, oversees and evaluates management of the company and provides general direction for the management of the company. In addition to other board or committee responsibilities outlined below, the responsibilities of the board as a whole include review of the overall operating and financial plans and performance of the company, selecting and evaluating the company s senior executives, overseeing appropriate policies of corporate conduct and compliance with laws, and reviewing the process by which financial and non-financial information about the company is provided to management, the board and the company s stockholders. The company s senior officers, under the direction of the Chief Executive Officer, are responsible for the operations of the company, implementation of the strategic, financial, and management policies of the company, preparation of financial statements and other reports that accurately reflect requisite information about the company, and timely reports which inform the board about the operations of the company. II. BOARD COMPOSITION A. Size of the Board. The board of directors will periodically review the appropriate size of the board. In accordance with the company s bylaws, the board sets the authorized number of directors constituting the entire board. B. Majority of Independent Directors. A majority of the directors serving on the board will meet the standard of director independence set forth in the listing standards of the national securities exchange or over the counter trading system on which the company s common stock is traded, as the same may be amended from time to time (the listing standards ), as well as other factors not inconsistent with the listing standards that the board considers appropriate for effective oversight and decision-making by the board. C. Affirmative Determination of Independence. The board shall affirmatively determine annually and at other times required by the listing standards that the directors designated as independent meet the definition of an independent director under the listing standards, including that such directors have no material relationships to the company (either directly or with an organization in which the director is a partner, stockholder or officer or is financially interested) that may interfere with the exercise of their independence from management and the company. D. Management Directors. The board anticipates that the company s Chief Executive Officer will be nominated to serve on the board. The board may also appoint or nominate other members of the company s management whose experience and role at the company are expected to help the board fulfill its responsibilities. OMM_US:

2 E. Chair. The board will periodically appoint a Chair of the board. Both independent and management directors, including the Chief Executive Officer, are eligible for appointment as the Chair. F. Designation of Presiding Independent Director. The board may, but need not, designate an independent director to preside at the meetings of independent directors. If so designated, the company will appropriately disclose the name of this presiding director. G. Selection of Board Nominees. The board will maintain a Nominating and Corporate Governance Committee of the board. The Nominating and Corporate Governance Committee will be responsible for the selection of candidates for the nomination or appointment to the board, in consultation with the Chief Executive Officer and any other directors not serving on the committee. The Nominating and Corporate Governance Committee shall be comprised solely of independent directors. H. Board Membership Criteria. The board s policy is to encourage selection of directors who will contribute to the company s overall corporate goals of responsibility to its stockholders, industry leadership, customer success, positive working environment, and integrity in financial reporting and business conduct. The board and the Nominating and Corporate Governance Committee will from time to time review the experience and characteristics appropriate for board members and director candidates in light of the board s composition at the time and skills and expertise needed at the board and committee levels. I. Length of Board Service. The board, based on recommendations by the Nominating and Corporate Governance Committee, will review the length of service of its members when a director is eligible to be re-nominated for board membership, including an assessment of individual director performance, number of other public company boards on which the individual serves, composition of the board at that time, and other relevant factors. The board does not believe that there should be a fixed term or retirement age for directors or that directors who retire from or change their principal occupation or business should necessarily be required to end their service as directors. Directors who retire from or change their principal occupation or business shall offer to resign their service as directors. J. Board Compensation. The board, through the Compensation Committee, will review or request management or outside consultants to review appropriate compensation policies or changes in compensation policies for the non-employee directors serving on the board and its committees. This review may consider board compensation practices of other comparable public companies, contributions to the board functions, time commitments expected for board and committee service, and other appropriate factors. K. Other Board Service. In order to ensure that members of the board are able to dedicate the time necessary to fulfill their responsibilities as directors, the policy of the board is that, without the approval of the Nominating and Corporate Governance Committee, (i) members of the board, other than the Chief Executive Officer, may not serve on more than five (5) boards of directors (including the company s board, but not including non-profit and other community, religious or educational boards) and (ii) the Chief Executive Officer may not serve on more than three (3) boards of directors (including the company s board, but not including non-profit and other community, religious or educational boards). III. BOARD MEETINGS A. Scheduling of Full Board Meetings. The Chair of the board will schedule in advance regular meetings of the board, ordinarily held quarterly at the company s principal executive office, or at any other location convenient for the board. OMM_US:

3 B. Meetings of Independent Directors. The independent directors will hold during each fiscal year regular meetings of the independent members of the board without management present, at such times and for such purposes as the independent directors consider to be appropriate. For the convenience of the directors, these meetings shall generally be scheduled to coincide with the dates of regular board meetings, but may also be held at other times. The independent directors may invite the company s independent auditors, legal counsel, finance staff and other employees to attend portions of these meetings. C. Agenda. The Chair of the board will have primary responsibility for preparing the agenda for each board meeting and arranging for it to be sent in advance of the meeting to the directors along with appropriate written information and background materials. Each board committee, and each individual director, is encouraged to suggest items for inclusion on the agenda. The Chair and the full board reserve authority to meet in executive sessions to discuss sensitive matters without distribution of written materials. D. Access to Information. The company s management will afford each board member access to the company employees, and the outside auditors, legal counsel and other professional advisors for any purpose reasonably related to the board s responsibilities. Management is responsible for arranging presentations at board meetings by the company managers and otherwise providing reports to the board that will communicate to the board at appropriate times meaningful information about (1) the company s financial and business plans, strategies and objectives; (2) the recent financial results and condition of the company and its business segments; (3) significant accounting, regulatory, competitive, litigation and other external issues affecting the company; and (4) systems of control which promote accurate and timely reporting of financial information to stockholders and compliance with laws and corporate policies. Each director is entitled to inspect the company s books and records and obtain such other data and information as the director may reasonably request; inspect facilities as reasonably appropriate for the performance of director duties; and to receive notice of all meetings in which a director is entitled to participate and copies of all board meeting minutes. E. Independent Inquiries and Advisors. The board is authorized to conduct investigations, and to retain, at the expense of the company, independent legal, accounting, investment banking, or other professional advisors selected by the board, for any matters relating to the purpose or responsibilities of the board. IV. BOARD COMMITTEES A. Committees. The board shall form and maintain at least the following three committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. B. Committee Member Selection. The board will designate the members and the Chair of each committee, endeavoring to match the committee s function and needs for expertise with individual skills and experience of the appointees to the committee. Each member of the Audit, Compensation and Nominating and Corporate Governance Committees shall be independent as defined in the listing standards and as required by applicable law. In addition, all members of the Compensation Committee shall qualify as non-employee directors within the meaning of SEC Rule 16b-3, and as outside directors within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. C. Committee Functions. Each of the Audit, Compensation and Nominating and Corporate Governance Committees shall have a written charter approved by the board. The number and content of committee meetings and means of carrying out committee responsibilities will be determined by each committee in light of the committee s charter, the authority delegated by the board to the committee, and OMM_US:

4 legal, regulatory, accounting or governance principles applicable to that committee s function. The company will afford access to the company s employees, professional advisors and other resources, if needed, to enable committee members to carry out their responsibilities. The following is a brief description of each committee: 1. Audit Committee. This committee is composed of at least three directors who are independent as defined in the listing standards and applicable law. The Audit Committee has a charter which describes the responsibilities of this committee in accordance with the requirements of the listing standards and applicable law. 2. Compensation Committee. This committee is composed of at least three directors who are independent as defined in the listing standards and applicable law. In addition, all committee members shall qualify as non-employee directors within the meaning of SEC Rule 16b-3, and as outside directors within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee has a charter which describes the responsibilities of this committee in accordance with the requirements of the listing standards and applicable law. 3. Nominating and Corporate Governance Committee. This committee is composed of at least two directors (unless the listing standards or applicable law require a different minimum number of members) who are independent as defined in the listing standards and applicable law. The Nominating and Corporate Governance Committee has a charter which describes the responsibilities of this committee in accordance with the requirements of the listing standards and applicable law. V. BOARD MEMBER RESPONSIBILITIES A. Director Responsibilities. 1. Generally. A director is expected to discharge his or her director duties, including duties as a member of any committee on which he or she serves, in good faith and in a manner the director reasonably believes to be in the best interests of the corporation and its stockholders. 2. Disclose Relationships. Each independent director is expected to disclose promptly to the board any existing or proposed relationships with the company (other than service as a board member or on board committees) which could affect the independence of the director under applicable listing standards or any additional standards as may be established by the board from time to time, including direct relationships between the company and the director, and indirect relationships between the company and any business, nonprofit or other organization in which the director is a general partner or manager, officer, or significant stockholder, or is materially financially interested. 3. Reporting and Compliance Systems. Based on information available to the director, each director should be satisfied that company management maintains an effective system for timely reporting to the board or appropriate board committees on the following: (1) the company s financial and business plans, strategies and objectives; (2) the recent financial results and condition of the company and its business segments; (3) significant accounting, regulatory, competitive, litigation and other external issues affecting the company; and (4) systems of control which promote accurate and timely reporting of financial information to stockholders and compliance with laws and corporate policies. Each director is expected to have a basic understanding of the foregoing matters to the extent information is furnished by management or otherwise available to the board. OMM_US:

5 4. Attendance. Board members are expected to devote sufficient time and attention to prepare for, attend and participate in board meetings and meetings of committees on which they serve, including advance review of meeting materials that may be circulated prior to each meeting. 5. Reliance on Information. In discharging responsibilities as a director, a director is entitled to rely in good faith on reports or other information provided by company management, independent auditors, legal counsel and other persons as to matters the director reasonably believes to be within such other person s professional or expert competence and who has been selected with reasonable care by or on behalf of the company. B. Transactions Affecting Director Independence. Without the prior approval of a majority of disinterested members of the full board, and, if required by the listing standards or applicable law, the Audit Committee, the company will not make significant charitable contributions to organizations in which a director or a family member of the director is affiliated, enter into consulting contracts with (or otherwise provide indirect forms of compensation to) a director, or enter into any relationships or transactions (other than service as a director and board committee member) between the company and the director (or any business or nonprofit entity or organization in which the director is a general partner, controlling stockholder, officer, manager, or trustee, or materially financially interested). Notwithstanding the foregoing, to the extent required to comply with Section 10A(m)(3) of the 1934 Act, and except as may be provided in SEC rules, no member of the Audit Committee shall be an affiliated person of the company or receive any direct or indirect compensation from the company other than for service as a director and on committees on which the individual serves. C. Continuing Education. The board is expected to (1) ensure that newly elected or appointed directors are provided appropriate orientation sessions and/or materials to familiarize them with the company and the functioning of the board and any committees on which they serve, and (2) recommend on an as-needed basis continuing director education programs for board or committee members. D. Annual Evaluation. The board is expected to evaluate annually these corporate governance policies and whether the board and its committees are functioning effectively. In addition, the board is expected to conduct an annual review of the performance, qualifications and contributions of each member of the board. VI. MANAGEMENT RESPONSIBILITY A. Management Succession Planning. At least once per year and otherwise as often as appropriate, the Chief Executive Officer will review with the board management succession and development plans for executive officers. The board may from time to time ask the Compensation Committee to undertake specific reviews concerning management succession planning. B. Financial Reporting and Legal Compliance. The board s governance and oversight functions do not relieve the primary responsibilities of the company s management for (1) preparing financial statements which accurately and fairly present the company s financial results and condition, and (2) maintaining systems, procedures and corporate culture which promote compliance with legal and regulatory requirements and the ethical conduct of the company s business. C. Corporate Communications. Executive management has the primary responsibility to establish policies concerning the company s communications with investors, the press, customers, suppliers and employees. OMM_US:

6 D. Communication of Corporate Governance Guidelines. As required by the listing standards and/or applicable law, management will assure that the company s website will include a copy of these policies, copies of the charters of the Audit, Compensation, and Nominating and Corporate Governance Committees and, if applicable, other key committees of the board, and a copy of the company s code of business conduct and ethics. Management will also include in the company s annual report to stockholders statements to the effect that this information is available on the company s website and in print to any stockholder who requests it. OMM_US:

OPTINOSE, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of OptiNose, Inc. (the Company ) has adopted these Corporate Governance Guidelines (these Guidelines ) to assist the Board

I. BOARD COMPOSITION CISCO SYSTEMS, INC. CORPORATE GOVERNANCE POLICIES A. Size of the Board. The Company s Bylaws provide that the Board will be not less than 8 nor more than 15 directors. The Board will

AT&T INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors of AT&T Inc. ("AT&T") acting on the recommendation of its Corporate Governance and Nominating Committee, has developed and adopted the following

EKSO BIONICS HOLDINGS, INC. Corporate Governance Guidelines The Board of Directors (the Board ) of Ekso Bionics Holdings, Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the

I. Role of the Board of Directors EASTMAN CHEMICAL COMPANY Corporate Governance Guidelines The Board of Directors is elected by the stockholders to oversee management and to assure that the long-term interests

SEMPRA ENERGY Corporate Governance Guidelines As adopted by the Board of Directors of Sempra Energy and amended through December 15, 2017 I Role of the Board and Management 1.1 Board Oversight Sempra Energy

AXT, INC. CORPORATE GOVERNANCE GUIDELINES Role of Board and Management The Board of Directors, which is elected by the stockholders, is the ultimate decision-making body of the Company except with respect

SONOCO PRODUCTS COMPANY BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES Sonoco Products Company is a corporation organized under the laws of South Carolina. South Carolina law states that, except as

JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES Role of the Board of Directors The primary responsibilities of the Board of Directors of the Company (the Board ) are oversight, counseling

W. R. GRACE & CO. CORPORATE GOVERNANCE PRINCIPLES The primary responsibility of the directors of W. R. Grace & Co. is to exercise their business judgment to act in what they reasonably believe to be in

IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS Introduction As part of the corporate governance policies, processes and procedures of ImmunoGen, Inc. ( ImmunoGen or the Company

CORPORATE GOVERNANCE GUIDELINES The following guidelines (the "Guidelines") have been developed and adopted by the Board of Directors (the "Board") of Seaspan Corporation (the "Corporation"), and together

CANADIAN SOLAR INC. Corporate Governance Guidelines The Board of Directors (the Board ) of Canadian Solar Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the Guidelines )

NATIONAL VISION HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors (the Board ) of National Vision Holdings, Inc. (the Company ) has adopted these corporate governance guidelines

Corporate Governance Principles As Amended June 7, 2017 These Corporate Governance Principles have been adopted by the Board of Directors of ABM Industries Incorporated ( ABM or the Company ). The principles,

Amended and Restated as of February 2018 Corporate Governance Guidelines I. Introduction The Board of Directors (the Board ) of The Goldman Sachs Group, Inc. (the Company ), acting on the recommendation

PRECISION CASTPARTS CORP. Corporate Governance Guidelines I. Director Qualifications Criteria For Selecting Members Of The Board Of Directors The Board of Directors (the "Board") of Precision Castparts

APOGEE ENTERPRISES, INC. CORPORATE GOVERNANCE GUIDELINES The business of Apogee Enterprises, Inc. ( Apogee or the Company ) is managed under the direction of the Company s Board of Directors ( Board ).

AUTODESK, INC. CORPORATE GOVERNANCE GUIDELINES Adopted December 15, 1995 Most Recently Amended December 15, 2016 These guidelines and principles have been adopted by the Board of Directors (the Board )

BOARD OF DIRECTORS RYDER SYSTEM, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors of Ryder System, Inc. has adopted the following Corporate Governance Guidelines to assist the Board in the exercise

CANADIAN NATURAL RESOURCES LIMITED (the Corporation ) BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of the Corporation has adopted the following Corporate Governance

TEEKAY TANKERS LTD. Corporate Governance Guidelines The following guidelines have been approved by the Board of Directors (the "Board") of Teekay Tankers Ltd., a Marshall Islands corporation (the "Company")

AMENDED AND RESTATED ON SEMICONDUCTOR CORPORATION CORPORATE GOVERNANCE PRINCIPLES (Amended and Restated as of January 1, 2018) The following principles have been approved by the Board of Directors (the

THOR INDUSTRIES, INC. GUIDELINES ON CORPORATE GOVERNANCE ISSUES (adopted by the Board on March 16, 2017) Preamble The Board of Directors (the Board ) of Thor Industries, Inc. (the Company ) has adopted

Corporate Governance Guidelines These guidelines establish the basic principles of corporate governance by which Eli Lilly and Company operates. The company believes that a strong system of corporate governance

CPI CARD GROUP INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of CPI Card Group Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the Guidelines )

CORPORATE GOVERNANCE GUIDELINES PRICESMART, INC. The Board of Directors (the Board ) of PriceSmart, Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the Guidelines ) to assist

CORPORATE GOVERNANCE GUIDELINES As Amended and Restated by the Board of Directors November 14, 2017 Role and Functions of the Board of Directors The role of the Board of Directors (the Board ) of Anadarko

Lincoln National Corporation Board of Directors Corporate Governance Guidelines I. Introduction The Board of Directors of Lincoln National Corporation (the Corporation or LNC ), acting on the recommendation

Allergan plc Board of Directors Corporate Governance Guidelines I. Roles and Responsibilities of the Board of Directors The Board of Directors (the Board ), elected by the shareholders, is the ultimate

CORPORATE GOVERNANCE GUIDELINES ALBANY MOLECULAR RESEARCH, INC. (Adopted by the Board of Directors at a meeting held on March 31, 2004) (Amended by the Board of Directors at a meeting held on April 30,

Juniper Networks, Inc. Corporate Governance Standards (As amended on October 6, 2009) The Board of Directors (the "Board") of Juniper Networks, Inc. (the "Company") has established the following guidelines

FRONTERA ENERGY CORPORATION CORPORATE GOVERNANCE POLICY Frontera Energy Corporation, including all of its subsidiaries (as such term is defined in the Code of Business Conduct and Ethics) and Fundación

BOARD GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES Management and the Board of Directors ( Board ) of Nabors Industries Ltd. (the Company ) are committed to conducting business consistent with

A. INTRODUCTION INTUIT INC. CORPORATE GOVERNANCE PRINCIPLES FOR THE BOARD OF DIRECTORS as amended July 20, 2017 The Board of Directors of Intuit Inc. has adopted these governance principles to assist it

WELLS FARGO & COMPANY CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Wells Fargo & Company (the Company ), based on the recommendation of its Governance and Nominating Committee,

TENET HEALTHCARE CORPORATION CORPORATE GOVERNANCE PRINCIPLES The Board of Directors of Tenet Healthcare Corporation, acting on the recommendation of its Nominating and Corporate Governance Committee, has

II-VI INCORPORATED CORPORATE GOVERNANCE GUIDELINES The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors of II-VI Incorporated ( II-VI or the Company

BOARD OF DIRECTORS CHARTER January 1, 2018 CAN_DMS: \106676478\23 BOARD OF DIRECTORS CHARTER Introduction The Board of Directors (the Board ) of Nutrien Ltd. (the Corporation ) is responsible for the stewardship

DOMINO S PIZZA, INC. Corporate Governance Principles One of Domino s guiding principles is We demand integrity. Domino s success is driven by its strong commitment to personal and professional integrity.

I. INTRODUCTION 1. The Board of Directors (Board) of Finning International Inc. (Corporation) believes that the principal objective of the Corporation is to generate long-term shareholder value. The Board

MOHAWK INDUSTRIES, INC. BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES THE MISSION OF THE MOHAWK BOARD OF DIRECTORS The Mohawk Board of Directors represents the stockholders interests in perpetuating

GUYANA GOLDFIELDS INC. BOARD OF DIRECTORS MANDATE PURPOSE 1. The Board of Directors (the Board ) is responsible for the stewardship of the business and affairs of Guyana Goldfields Inc. (the Company ).

BOARD GOVERNANCE GUIDELINES for SLM CORPORATION The directors of SLM Corporation (the Corporation ) share a strong commitment to principles of accountability to shareholders. The Board recognizes the importance

PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES A. THE ROLE OF THE BOARD OF DIRECTORS 1. Direct the Affairs of the Corporation for the Benefit of Shareholders The Prudential board

BRIGHT HORIZONS FAMILY SOLUTIONS, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Bright Horizons Family Solutions, Inc. (the Company ) has developed the following corporate

SHAW COMMUNICATIONS INC. BOARD OF DIRECTORS MANDATE This Mandate of the Board of Directors (the Board ) of Shaw Communications Inc. (the Corporation ) was adopted October 23, 2014. I. Mandate The Board

SUN LIFE FINANCIAL INC. CHARTER OF THE BOARD OF DIRECTORS This Charter sets out: 1. The duties and responsibilities of the Board of Directors (the Board ); 2. The position description for Directors; 3.

SPARTAN MOTORS, INC. AUDIT COMMITTEE CHARTER Updated February 17, 2016 This Charter governs the organization and operation of the Audit Committee of the Board of Directors of (the Company ) and has been

ACCENTURE PLC CORPORATE GOVERNANCE GUIDELINES These Corporate Governance Guidelines (these Guidelines ) have been adopted by the Board of Directors (the Board ) of Accenture plc ( Accenture or the company

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PAM TRANSPORTATION SERVICES, INC. I. Purpose The Audit Committee is established by the Board of Directors for the primary purpose of assisting

Principles of Corporate Governance Johnson & Johnson is governed by the values set forth in Our Credo, created by General Robert Wood Johnson in 1943. These values have guided us for many years and will

SELECTA BIOSCIENCES, INC. AUDIT COMMITTEE CHARTER A. PURPOSE The purpose of the Audit Committee of the Board of Directors (the Board ) of Selecta Biosciences, Inc. (the Company ) is to assist the Board

Governance Principles Governance Principles The following principles have been approved by the board of directors and, along with the charters and key practices of the board committees, provide the framework

The ADT Corporation Board Governance Principles December 2013 TABLE OF CONTENTS ADT VISION AND VALUES... 3 ADT Vision: Why We Exist and the Essence of Our Business... 3 ADT Values: What Matters Most at

SunTrust Banks, Inc. Corporate Governance Guidelines SunTrust, through its Board of Directors and management, has long sought to meet the highest standards of corporate governance. These Guidelines are

TG Therapeutics, Inc. Audit Committee Charter I. PURPOSE AND AUTHORITY. The Audit Committee (the "Committee") is a committee appointed by the Board of Directors of TG Therapeutics, Inc. (the "Company").

Franklin Resources, Inc. Corporate Governance Committee of the Board of Directors Policy Regarding Nominations and Qualifications of Directors Effective as of June 14, 2017 This Policy Regarding Nominations

SUNEDISON, INC. AUDIT COMMITTEE CHARTER (Adopted October 29, 2008) I. Purpose The primary purpose of the Audit Committee of the Board of Directors (the Committee ) is to assist the Board of Directors in

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION Audit Committee Charter Updated December 12, 2017 A. Purpose The purpose of the Audit Committee is to assist the Board of Directors' oversight of the Company's

MAGNA INTERNATIONAL INC. BOARD CHARTER Purpose This Charter has been adopted by the Board of Directors to assist the Board in the exercise of its responsibilities. This Charter, together with the Corporate

Purpose of the Audit Committee CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) of TechnipFMC plc (the Company

CITIZENS, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER Adopted November 5, 2014 A. Purpose The purpose of the Audit Committee is to assist the Board of Directors oversight of: the integrity of the

CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Gildan Activewear Inc. ( Gildan or the Company ) considers strong and transparent corporate governance practices to be an important

CANADIAN NATIONAL RAILWAY COMPANY CORPORATE GOVERNANCE MANUAL Approved by the Board of Directors on March 2, 2004 and last updated as at March 7, 2017 TABLE OF CONTENTS 1. OVERVIEW... 3 2. BOARD OF DIRECTORS...

THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION THE DEPOSITORY TRUST COMPANY FIXED INCOME CLEARING CORPORATION AND NATIONAL SECURITIES CLEARING CORPORATION MISSION STATEMENT The Boards

Audit Committee of the Board of Directors Charter CNL HEALTHCARE PROPERTIES II, INC. [Insert CNL logo] PURPOSE The primary purpose of the Audit Committee (the Committee ) is to assist the Board of Directors

CANADIAN PACIFIC RAILWAY LIMITED AND CANADIAN PACIFIC RAILWAY COMPANY BOARD OF DIRECTORS TERMS OF REFERENCE The Term "Corporation" herein shall refer to each of Canadian Pacific Railway Limited ("CPRL")

On Q Group Limited CORPORATE GOVERNANCE STATEMENT 1. Introduction The Board of Directors of On Q Group Limited ( Company ) is responsible for the Company's corporate governance framework, as set out in

BIOSCRIP, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Statement of Purpose 1. Oversight Responsibility. The purpose of the Audit Committee of the Board of Directors of BioScrip, Inc.,